The Monks Investment Trust PLC Circular re: Recommended Proposals relating to the Issue of New Shares and Notice of General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") IF YOU ARE IN THE UNITED KINGDOM, OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER IF YOU ARE IN A TERRITORY OUTSIDE OF THE UNITED KINGDOM, WITHOUT DELAY.

If you have sold or otherwise transferred all your Shares in The Monks Investment Trust PLC (the "Company"), please send this document, together with the accompanying documents (but not the accompanying personalised Form of Proxy), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.

The definitions used in this document are set out on pages 16 to 21.

THE MONKS INVESTMENT TRUST PLC

(Incorporated in England and Wales with registered number 00236964)

(An investment company within the meaning of section 833 of the Companies Act 2006)

Recommended Proposals relating to the Issue of New Shares pursuant to a scheme of reconstruction and members' voluntary winding up of The Independent Investment Trust PLC

under section 110 of the Insolvency Act 1986

and

Notice of General Meeting

The Proposals described in this document are conditional on Shareholder approval. Your attention is drawn to Part 3 of this document which summarises the risk factors associated with the Proposals. Your attention is also drawn to the letter from the Chairman of the Company set out in Part 1 of this document, which contains, among other things, the recommendation of the Board that Shareholders vote in favour of the Resolution to be proposed at the General Meeting referred to below. This document should be read in its entirety before deciding what action you should take.

Notice of the General Meeting of the Company to be held on 7 November 2022 at 11.00 a.m. (the "General Meeting") at the offices of Baillie Gifford & Co, Grimaldi House, 28 St James's Square, London SW1Y 4JH is set out at the end of this document.

All Shareholders are encouraged to vote in favour of the Resolution to be proposed at the General Meeting and, if their Shares are not held directly, to arrange for their nominee to vote on their behalf. A Form of Proxy for use in conjunction with the General Meeting is enclosed. To be valid for use at the General Meeting, the Form of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by the Registrars, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and in any event not later than by 11.00 a.m. on 3 November 2022. Alternatively, you may appoint a proxy or proxies electronically by visiting www.investorcentre.co.uk/eproxyand following the instructions. Proxies submitted via www.investorcentre.co.uk/eproxymust be transmitted so as to be received by the Registrar by no later than 11.00 a.m. on 3 November 2022. Shareholders who hold their Shares in uncertificated form (i.e. in CREST) may vote using the CREST electronic voting service in accordance with the procedure set out in the CREST Manual (please also refer to the accompanying notes to the Notice of the General Meeting set out at the end of this document). Proxies submitted via CREST for the General Meeting must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by no later than by 11.00 a.m. on 3 November 2022.

It is important that you complete and return the Form of Proxy, appoint a proxy or proxies electronically or use the CREST electronic voting service in the manner referred to above, as soon as possible. Your attention is drawn to the section titled "Action to be taken" on page 7 of this document.

CONTENTS

EXPECTED TIMETABLE

PART 1 LETTER FROM THE CHAIRMAN

PART 2 DETAILS OF THE SCHEME AND THE ISSUE PART 3 RISK FACTORS

PART 4 DEFINITIONS NOTICE OF GENERAL MEETING

Page 3 4 9 15 16 22

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EXPECTED TIMETABLE

Publication of this document

Calculation Date in relation to the Scheme

Latest time and date for receipt of Forms of Proxy for the General Meeting

General Meeting

Effective Date for implementation of the Scheme

Announcement of the results of the elections, the IIT FAV per Share, the Cash NAV per Share and the MNKS FAV per Share

CREST Accounts credited with, and dealings commence in, New Shares

Share certificates in respect of New Shares despatched (or as soon as possible thereafter)

2022

6 October market close on 2 November

11.00 a.m. on 3 November

11.00 a.m. on 7 November 8 November

8 November

8.00 a.m. on 9 November by 12 November

Note: All references to time in this document are to UK time. Each of the times and dates in the above expected timetable (other than in relation to the General Meeting) may be extended or brought forward. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.

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PART 1

LETTER FROM THE CHAIRMAN

THE MONKS INVESTMENT TRUST PLC

(Incorporated in England and Wales with registered number 00236964)

(An investment company within the meaning of section 833 of the Companies Act 2006)

Directors	Registered Office
Karl Sternberg (Chairman)	c/o Computershare Investor Services PLC
Claire Boyle	Moor House
Belinda Richards	120 London Wall
Professor Sir Nigel Shadbolt	London
Jeremy Tigue	EC2Y 5ET
Dear Shareholder	6 October 2022

Recommended Proposals relating to the Issue of New Shares pursuant to a scheme of reconstruction and members' voluntary winding up of

The Independent Investment Trust PLC under section 110 of the Insolvency Act 1986

Introduction

The Board announced on 9 August 2022 that it has agreed heads of terms for a combination of the assets of the Company with the assets of The Independent Investment Trust PLC ("IIT") by means of a scheme of reconstruction and members' voluntary winding up of IIT under section 110 of the Insolvency Act (the "Scheme") and the issue of New Shares to Shareholders who elect, or are deemed to have elected, for the Rollover Option (the "Proposals").

IIT is a Scottish incorporated and UK tax resident public limited company which has been approved as an investment trust and had a Net Asset Value as at 29 September 2022 of approximately £230 million. The Company and IIT have similar investment policies, both investing in a portfolio of UK and international quoted equities.

In order to effect the Proposals, Shareholders are required to approve the issue of New Shares in the Company in connection with the Scheme to IIT Shareholders who have elected, or are deemed to have elected, for the Rollover Option (the "Issue"). The Scheme is also subject to, among other things, the approval of IIT Shareholders.

The purpose of this document is to explain the Proposals and the actions required to be taken in order for them to be implemented and to convene the General Meeting, Notice of which is set out at the end of this document. Further details of the Resolution to be proposed at the General Meeting are set out below. The expected timetable associated with the Proposals is provided on page 3 of this document.

The Board considers the Proposals to be in the best interests of Shareholders as a whole and recommends that Shareholders vote in favour of the Resolution required to implement the Proposals at the General Meeting.

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The Proposals

Background to and rationale for the Proposals

As announced on 9 August 2022, Max Ward, IIT's Managing Director and full-time portfolio manager, informed the IIT Board of his intention to retire. Given the impact Mr Ward's retirement will have on IIT, the IIT Board carefully considered the various options available to IIT and decided that a combination with the Company offered the greatest benefits to IIT Shareholders. Accordingly, the Board agreed, in principle, the heads of terms for a combination of the assets of the Company with IIT by means of the Scheme, with the combined portfolio of the Enlarged Company to be managed by the Global Alpha Team at Baillie Gifford & Co (the "Investment Manager"). The Enlarged Company will retain the same investment objective and investment policy as that which is currently in place.

The Board believes that the Proposals will enable Shareholders of the Enlarged Company to benefit from, among other things, an increase in scale, allowing the Enlarged Company to spread costs over a larger asset base, while also potentially improving liquidity.

The New Shares are being issued to IIT Shareholders who have elected, or are deemed to have elected, for the Rollover Option in consideration for the transfer to the Company from IIT of the Rollover Pool.

It has been agreed that none of the IIT Directors will be joining the Board as part of the Scheme. Accordingly, the Board will continue to consist of the five incumbent Directors upon the implementation of the Scheme.

The Scheme

Subject to the passing of the Resolution, and to the satisfaction of the other conditions of the Scheme, IIT will be placed into members' voluntary liquidation and the Scheme will take effect on the Effective Date. Upon the Scheme becoming effective, the cash, undertaking and other assets of IIT comprising the Rollover Pool will be transferred to the Company pursuant to the Transfer Agreement in consideration for the issue of New Shares to those IIT Shareholders who have elected, or are deemed to have elected, for the Rollover Option. The relevant number of New Shares will be allotted to the Liquidators who will renounce the New Shares in favour of such IIT Shareholders.

The issue of New Shares under the Scheme will be effected on a formula asset value ("FAV") for formula asset value basis as at the Calculation Date. For the purposes of the Scheme, the net assets of each of the Company and IIT will be adjusted to take account of debt calculated at fair value and dividends, or any other distributions, declared but not paid prior to the Effective Date, in order to determine their respective FAVs. Further details of the relevant FAV calculations of each of the Company and IIT are set out in Part 3 (Details of the Scheme and the Issue) of this document. The New Shares will be issued on a non pre-emptive basis and will rank equally in all respects with the existing issued Shares other than in respect of dividends declared with a record date prior to the Effective Date. If any condition of the Scheme is not satisfied or waived by both the Company and IIT on or before 31 December 2022, the Proposals will not become effective.

The Cash Option

As part of the Proposals, IIT Shareholders may elect to receive cash instead of New Shares in respect of some or all of their holdings in IIT. There will be no limit on the amount of IIT Shares which may be elected for the Cash Option and IIT Shareholders are entitled to elect for the Cash Option in respect of their entire holding of IIT Shares. IIT Shareholders who opt for the Cash Option will receive an amount in cash equal to a discount of 2 per cent. to the Residual NAV per IIT Share (the "Cash NAV per IIT Share") multiplied by the number of IIT Shares in respect of which such IIT Shareholder has elected for the Cash Option. The benefit of the discount applied under the Cash Option will accrue to those IIT Shareholders who successfully elect, or are deemed to have elected, for the Rollover Option.

Conditions of the Proposals

Implementation of the Proposals is subject to a number of conditions, including:

• the passing of the Resolution to be proposed at the General Meeting, or any adjournment thereof, and upon any conditions of such Resolution being fulfilled;

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